JASNA Bylaws

JANE AUSTEN SOCIETY OF NORTH AMERICA

(A nonstock corporation organized pursuant to the general corporation laws of the State of Maryland)

BYLAWS

ARTICLE I

MEMBERSHIP AND MEETINGS

Section 1. Qualifications. All persons interested in furthering the aims of the Jane Austen Society of North America, Inc. (the Society), may become Members of the Society by paying the dues; thereafter, they may participate in the activities of the Society, subject to the provisions of these Bylaws, so long as they shall continue in good standing. All Members other than Life Members shall cease to be in good standing when their annual dues are past due.

Section 2. Regular Meeting. The Members of the Society shall meet annually for the purpose of electing Officers and other members of the Board of Directors and for the transaction of business as may be appropriate. This regular meeting (the Annual General Meeting) shall be held annually in conjunction with the three-day literary conference typically sponsored by the Society each year. Members who are students may register for the literary conference held in conjunction with the Annual General Meeting only if they are in the ninth grade or higher; Regions may adopt similar rules for the attendance of students at their meetings. Notice of an Annual General Meeting held in conjunction with a conference shall be printed in the second issue of JASNA News and received by members no sooner than 90 days and no less than 20 days prior to the meeting. If the Society does not sponsor a conference in a given year, the Annual General Meeting shall take place at such time and place as may be designated by the Board of Directors by notice mailed to the Members no more than 90 days and no less than 20 days prior to the meeting.

Section 3. Special Meeting. Special meetings of the Members may be called by the President or by the Board of Directors by notice mailed to the members no more than 60 days and no less than 15 days prior to the meeting. Such notice shall state the time, place, and purpose of the special meeting. No business shall be transacted at a special meeting other than that stated in the notice.

Section 4. Quorum and Proxy. Thirty Members shall constitute a quorum at any regular or special meeting of the Members called in accordance with these bylaws. No Member shall vote or be represented by proxy.

Section 5. Membership Categories and Dues. Categories of membership, payment of dues, and terms and conditions of membership are established, as follows:

A. Classification by Geographic Region. Members shall be classified into one of three geographic regions, depending upon the location of their principal mailing address. These geographic regions are the United States of America, Canada, and International.

B.Membership Categories; Payment of Dues. The categories of membership are Student, Regular, Sustaining, Life, and Family Life. The amount of dues charged for each membership category and each geographic region, and the currency in which such dues shall be payable, shall be established from time to time by the Board of Directors.

C. Definitions; Frequency of Payment; and Terms and Conditions of Membership.

“International” shall include all Members whose mailing address as furnished to the Society is outside of the United States of America and Canada.

“Student” shall mean any Member who is enrolled in a full-time course of instruction at any level. No independent verification of such enrollment shall be required.

“Family Life” shall mean any two Members who have the same principal mailing address. They shall both be Members in good standing for all purposes but shall receive only one set of publications and other mailings from the Society. Such a membership is effective only while the original two Family Life Members are alive. The Family Life Member that survives will become a regular Life Member. If the two Members cease to share an address, both will remain Members in good standing but shall receive only one set of publications and other mailings from the Society. A current Life Member may convert to a Family Life membership by providing the name of the family member with whom he or she wishes to join and paying the difference between the current Family Life Member dues and the current Life Member dues.

Members in the categories of Student, Regular, and Sustaining shall pay dues annually. Persons becoming Life and Family Life Members shall pay the dues of that category once; thereafter, no further dues shall be required of such Members, unless their category of membership changes.

JASNA memberships may not be transferred or inherited.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Composition. All members of the Board of Directors must be Members of the Society. The Board shall consist of nine members elected by the Members of the Society from slates prepared by the Nominating Committee; the Officers of the Society during their tenure in office; the three Founders of the Society, who shall be Life Members of the Board; the members-at-large discussed below; and ex officio, the Membership Secretary-Canada, the Treasurer-Canada, the Publications Secretary, an Editor of Persuasions, an editor of JASNA News, and JASNA’s Web Site Manager.

Members-at-large of the Board shall include the following: (a) the outgoing President, who may serve during the tenure of his/her successor; (b) the Coordinator of the preceding year's conference; (c) the Coordinator of the current year's conference; and (d) the Coordinator of the ensuing year's conference. Each Coordinator-member-at-large thus may serve for three years. If there is more than one Coordinator for a conference, the local conference committee shall decide which person shall become the conference representative as member-at-large on the Board. Members-at-large also may include up to three Honorary Life Members, who may be elected by resolution of the Board of Directors, provided, however, that the number of such Honorary Life Members, when added to the number of Founders who are then serving as Life Members of the Board, shall not exceed three. Members-at-large shall possess all the rights, duties, and privileges of other Board members.

Section 2. Term of Office. Three members of the Board of Directors shall be elected each year to serve for a term of three years. Directly elected members may serve a maximum of two consecutive terms.

Section 3. Duties and Powers. The affairs of the Society shall be managed, controlled, and directed by the Board of Directors, who shall also exercise all the duties and powers of the Society as set forth in these bylaws.

Section 4. Executive Committee. There shall be an Executive Committee composed of the President, First, Second, Third Vice Presidents, Secretary, Treasurer, Membership Secretary and one member-at-large. The member-at-large shall be nominated by the Nominating Committee and elected by the Board of Directors. At least one member of the Executive Committee shall be a citizen of Canada. Between meetings of the Board the Executive Committee shall have and may exercise the powers of the Board in the management of the affairs of the Society in accordance with general policies and procedures except to the extent expressly limited by resolution of the Board.

Section 5. Vacancies. Any vacancy occurring on the Board of Directors shall be filled for the unexpired portion of the term by the Board of Directors, acting upon the recommendation of the Nominating Committee. The recommendation of the Nominating Committee shall be submitted to the members of the Board of Directors within 60 days of the vacancy occurring and at least 30 days in advance of a meeting at which said nomination can be acted upon. A meeting solely for the purpose of filling a vacancy or vacancies may be held as a telephone conference call provided that notice of said call is given to all Board members no less than 15 days prior to the date the call is scheduled to occur and further provided that all persons participating can hear each other at the same time.

Section 6. Meetings. The Board of Directors shall meet at least once a year prior to the Annual General Meeting of the Members of the Society. Special meetings may be called by the President or at the written request of three members of the Board. Notice of any special meeting shall be forwarded in writing to the members of the Board no more than 60 and no less than ten days prior to the day of the meeting. An action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a unanimous written consent, which sets forth the action taken, is signed by each member and filed with the minutes.

Section 7. Quorum and Proxy. At any meeting for the transaction of business, six directly elected members of the Board of Directors and three Officers shall constitute a quorum. No member of the Board shall vote or be represented by a proxy.

Section 8. Committees. The Board of Directors may at any time appoint committees consisting of Members of the Society to perform such duties and make such investigations and reports as the Board shall determine.

Section 9. Election of Conference Coordinator. For the purpose of organizing the annual conference typically sponsored by the Society, the Board of Directors shall elect a Coordinator for each conference, acting three years in advance of the date of each conference. Each Conference Coordinator shall have general responsibility for the annual conference for which he/she has been elected.

Section 10. Attendance and Expenses. All members of the Board, including directly elected members, Officers, Founders, ex-officio members, and members-at-large, are expected to attend all meetings of the Board held during their terms of office. If a Board meeting is held in conjunction with the Society’s Annual General Meeting and conference, all members of the Board are expected to attend the conference and any meeting of the Members of the Society held during the conference. In addition, any Committee members or other persons who are not members of the Board but will be submitting reports to the Board, and any other persons specifically invited by the President to attend a meeting of the Board, are expected to attend the meeting at which they will be submitting reports or to which they have been invited. Absences may be excused for good reason by the President upon advance notification.

The members of the Board and other persons described in this section are to bear their own expenses incurred in attending meetings of the Board and concurrent conferences and are not to be reimbursed for all or any part of such expenses unless otherwise provided by resolution adopted by the Board.

ARTICLE III

OFFICERS

Section 1. Designation of Officers. The Officers of the Society shall consist of a President; First, Second and Third Vice Presidents; Secretary; Treasurer; and Membership Secretary. A Vice President/President-Elect, who may, but need not be, a currently serving Vice President, shall be elected in addition to the other Vice Presidents at the Annual General Meeting preceding the final year of the President's tenure of office, such final year to be designated by the President and/or the Nominating Committee. In addition, an Assistant Treasurer may be proposed at the discretion of the Board. All of the Officers shall be chosen from among the Members of the Society from slates prepared by the Nominating Committee.

Section 2. Term of Office. All Officers, except the Vice President/President-Elect, shall serve for a term of two years and may be reelected for up to two additional terms for a total of six years. Commencing in 2000, the terms of all Officers shall commence on December 16th of the year in which the elections occurred.

Section 3. Nomination and Election of Officers. Officers shall be proposed by the Nominating Committee in accordance with Article IV, Section 1, of these bylaws. The election of Officers shall be by voice vote or show of hands of the Members attending the Annual General Meeting.

Section 4. Vacancies. Any vacancy occurring in the offices above shall be filled for the unexpired portion of the term by the Board of Directors acting upon the recommendation of the Nominating Committee. The recommendation of the Nominating Committee shall be submitted to the members of the Board of Directors within 30 days of the vacancy occurring and at least 30 days in advance of a meeting at which said nomination can be acted upon. A meeting solely for the purpose of filling a vacancy or vacancies may be held as a telephone conference call provided that notice of said call is given to all Board members no less than 15 days prior to the date the call is scheduled to occur and further provided that all persons participating can hear each other at the same time.

Section 5. Duties of the President. The President shall serve as Chief Executive Officer of the Society; preside over all meetings of the Board of Directors and of the Members; have general charge of the affairs of the Society subject to the direction and determination of the Board of Directors; keep the members of the Board of Directors fully informed with regard to activities of the Society; be responsible, in cooperation with the Secretary, for setting up and directing telephone conference calls when such calls are authorized by these bylaws; serve as a member ex officio of all committees, other than the Nominating Committee; and perform other such duties as from time to time may be assigned to him/her by the Board of Directors.

Section 6. Duties of the First Vice President. The First Vice President shall serve as the President in the absence or disability of the President (except during the year in which a Vice President/President-Elect has been elected) and shall be responsible for matters pertaining to the Regions and Regional Coordinators. He/she also shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.

Section 7.Duties of the Second Vice President. The Second Vice President shall serve in the absence or disability of the President and the First Vice President (except during the year in which a Vice President/President-Elect has been elected). He/she also shall be responsible for matters pertaining to publications, shall serve as the Chair of the Publications Committee during his or her tenure as Second Vice President, and shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.

Section 8. Duties of the Third Vice President. The Third Vice President shall be responsible for matters pertaining to conferences and shall serve as the Chair of the Conference Committee during his or her tenure as Third Vice President. He/she also shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.

Section 9. Duties of the Vice President/President-Elect. The Vice President/President-Elect’s term of office shall be during the President’s last year in office, as provided for in Section 1 of this Article. He/she shall serve as the President in the absence or disability of the President during that year and shall undertake other duties assigned by the President or Board of Directors, especially tasks designed to facilitate his/her experience with the Society’s operations and membership.

Section 10. Duties of the Secretary. The Secretary shall record the minutes of all meetings of the Board of Directors and distribute these minutes to the Board members; record the minutes of the Annual General Meeting and of any other meetings of the Members of the Society and prepare these minutes for distribution at the Annual General Meeting the following year or to individual Members upon request; record the minutes of Executive Committee conference calls and meetings and distribute to Board members; assist with any conference calls among members of the Board upon the request of the President; see that notices are given and records properly kept and filed by the Society as required by law; be the custodian of the seal and see that it is fixed to all documents to be executed on behalf of the Society under its seal, and perform such other duties as the Board of Directors from time to time may assign to him/her.

Section 11. Duties of the Treasurer. The Treasurer shall have general charge and supervision of the finances, securities, and books of account, and custody of all funds and securities of the Society and shall serve as Chair of the Finance Committee. He/she shall have full authority to receive and give receipts for all money due and payable to the Society, to make disbursements, and to endorse checks, drafts, and warrants in its name and on its behalf, and to give full discharge of the same. He/she shall prepare the annual budget and keep the President and the Board of Directors fully informed of the Society's financial condition and shall render a report on the finances of the Society to the Board of Directors at the Annual General Meeting. He/she shall carry out such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.

Section 12. Duties of the Assistant Treasurer. The Assistant Treasurer shall report to and assist the Treasurer, shall serve as a member of the Finance Committee, and carry out such duties as may be assigned to him/her by the Treasurer. He/she shall have full authority to receive and give receipts for all money due and payable to the Society, to endorse checks, drafts, and warrants in its name and on its behalf, and to give full discharge of the same.

Section 13. Duties of the Membership Secretary. The Membership Secretary shall have responsibility for maintaining the roster of Members. He/she shall keep accurate and timely records of Members’ names, class of Membership, and current mailing addresses; be in charge of updating records prior to mailings to the Members; and perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 14. Resignation of Officers. Any Officer may resign at any time by giving written notice to the Board of Directors.

Section 15. Removal of Officers. Any Officer of the Society may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Society will be served thereby.

ARTICLE IV

STANDING COMMITTEES

Section 1. Nominating Committee.

A. Election of the Committee. The Board of Directors shall elect a Nominating Committee composed of three Members of the Society who shall serve for one year.

B. Duties of the Nominating Committee. The Nominating Committee shall receive proposed nominations in writing from any Member of the Society in good standing for candidates for the Board of Directors or Officers of the Society. Proposed nominations must be submitted to the Chair of the Nominating Committee no later than 90 days prior to the Annual General Meeting of the Members. The Committee shall prepare slates of properly qualified nominees for (a) the Board of Directors, as set forth in Article II, Section 1, of these bylaws; for (b) Officers of the Society, as set forth in Article III, Section 1, of these bylaws; and for (c) member(s)-at-large of the Executive Committee, as set forth in Article II, Section 4, of these bylaws. The Chair shall submit the Committee’s approved slate of nominees to the President and/or his or her designee no later than 60 days prior to the Annual General Meeting. The Committee shall submit such slates to the Board of Directors as soon as possible prior to the Annual General Meeting and to the Members of the Society at the Annual General Meeting. The Nominating Committee shall recommend properly qualified candidates to fill any vacancy occurring among the directly elected members of the Board of Directors and the Officers, in accordance with Article II, Section 5, and Article III, Section 4, respectively, of these bylaws.

Section 2. Finance Committee.

A. Election of the Committee. The Finance Committee shall consist of the Treasurer, who shall serve as Chair, the Assistant Treasurer and the Treasurer-Canada, and no more than four additional members to be nominated by the President and confirmed by the Board of Directors or, should a vacancy occur between Board meetings, by the Executive Committee of the Board. The membership of the Treasurer, Assistant Treasurer, and Treasurer-Canada on the Committee shall coincide with their tenures in office. The other members shall serve for three-year terms with their appointments staggered so that their terms do not end the same year.

B. Duties of the Finance Committee. The Committee shall assist the Treasurer and advise the Board on financial matters and fund raising.

Section 3. Publications Committee.

A. Election of the Committee. The Publications Committee shall consist of the Second Vice President, who shall act as Chair, the Editor of Persuasions, the Editor of JASNA News, the Publications Secretary, the Web Site Manager, and no more than two additional members to be nominated by the President and confirmed by the Board of Directors, or, should a vacancy occur between Board meetings, by the Executive Committee of the Board. The membership of the Second Vice President, Editor of Persuasions, Editor of JASNA News, Publications Secretary, and Web Site Manager shall coincide with their tenures in those positions. The other members shall serve for three-year terms with their appointments staggered so that both terms do not end the same year.

B. Duties of the Publications Committee. The Publications Committee shall oversee the Society's publications subject to the broad policy guidelines and budgets established by the Board. The Committee shall monitor the quality and content of the Society's publications; direct any needed changes or improvements; and maintain the Society's copies of the standard agreement with speakers and authors and other records appropriate to publications. In consultation with the President, it shall recommend to the Board any major changes in policy and personnel it deems advisable. "Major changes" would include such actions as the initiation or cessation of a publication, an alteration of the function or philosophy of a publication, or the selection of a new editor. Publications falling under the purview of the Committee include print periodicals, audiovisual materials, and online publications that bear the name of the Society or are supported by Society funds. Exceptions are those publications that may result from or have been supported by grants or subventions made and approved by the Board of Directors and incidental publications of limited distribution or shelf life.

Section 4. Committee on Conferences.

A. Election of the Committee. The Committee on Conferences shall be composed of three members, one of whom shall be the Third Vice President, who shall act as Chair. The Third Vice President’s membership on the Committee shall coincide with his/her tenure as the Third Vice President. The other two members, preferably one of whom is a recent conference coordinator, shall serve for three-year terms with their appointments staggered so that both terms do not end the same year. These two Committee members will be nominated by the President and confirmed by the Board of Directors or, should a vacancy occur between Board meetings, by the Executive Committee of the Board. Active conference coordinators (that is, those planning the current and future year's conferences) are ineligible to serve on the standing Committee.

B. Duties of the Committee. The Committee's duties shall include the following areas of responsibility: (1) to work in consultation with host Regions to develop specific conference themes and to develop, in consultation with potential host Regions and interested Members, a variety of conference themes for consideration in future years; (2) to recruit and assist in the organization of individual conference planning committees; (3) to act as a clearinghouse of information for conference planners; and (4) to provide general oversight of conferences on behalf of the Board. "General oversight" shall include creation of conference budgetary and hotel contract guidelines, which shall be referred to the Board of Directors for adoption; recommendations to the Board of any subsequent alterations in those guidelines; and enforcement of the adopted guidelines.

Section 5. Grants Committee.

A. Election of the Committee. The Grants Committee shall consist of three members, one of whom must be a Board member, who will act as Chair. The Chair’s membership on the Committee shall coincide with his/her tenure as a Board member. The other members shall serve for three-year terms with their appointments staggered so that their terms do not end the same year. The members of this Committee, including the Chair, shall be nominated by the President and elected by the Board of Directors or, should a vacancy occur between Board meetings, by the Executive Committee of the Board.

B. Duties of the Grants Committee. The Grants Committee shall oversee the Society's grants program subject to the broad policy guidelines and budgets established by the Board. The Committee is responsible for providing an orderly application process, including such things as the selection of participating speakers; ensuring that the judging of applications and awarding of grants is done on an impartial basis; and ensuring that the grant awards are consistent with the Board’s established guidelines and budgets. The Committee also shall provide general oversight of the grants program and monitor the quality and content of the work resulting from the receipt of such grants. A member of the Committee shall not be eligible to receive a grant or to directly or indirectly benefit from the award of a grant. Notwithstanding the foregoing, the Region with which a Committee member is associated is eligible to receive a grant.

ARTICLE V

REGIONS

Section 1.Designation. All regional groups of the Society shall be designated "Regions." For example, Members residing in North Carolina shall be members of the North Carolina Region, and Members residing in northern California shall be members of the Northern California Region. The term JASNA followed by the name of the geographic area should be used to identify the Region. Example: JASNA North Carolina or JASNA Northern California.

Section 2.Formation. Any group of Members living in close proximity may apply to the President for regional status, or the President may invite a regional group to establish itself as a designated Region.

Section 3.Regional Membership. All members of the regional groups must be Members of the Society and pay the established dues as set forth in Article I, Section 5, of these bylaws. Regions shall not charge dues. Members may participate in more than one Region but shall be assigned by JASNA to a primary Region based on geographic location or shall designate a primary Region for purposes of the Society’s membership records.

Section 4.Conformity. All Regions are required to operate in conformity with these bylaws and other practices deemed necessary by the Board of Directors.

Section 5.Elections. Regional groups shall hold elections for Regional Coordinator at least every two years, this office to be director of activities of the region and the region's representative to JASNA. Such a Regional Coordinator may be re-elected to two subsequent terms of office (six years total) unless the local group chooses to limit the number of consecutive terms to fewer than two. Should a Region be unable to meet this requirement, the then-current Regional Coordinator must inform and consult with the Vice-President for Regions.

Section 6.Sharing Dues with Regions. The Board of Directors may adopt a policy of sharing with the Regions a portion of the dues paid by Members to JASNA. The provisions of any such policy and the amount of dues shared with Regions shall be established from time to time by the Board of Directors.

ARTICLE VI

REMUNERATION, ANNUAL AUDIT OR EXAMINATION, FISCAL YEAR

Section 1. Expenses and Remuneration. The Officers and other members of the Board of Directors shall receive no remuneration as such but may be reimbursed for out-of-pocket expenses, except as otherwise provided in Article II, Section 10, of these bylaws; provided, however, that the Editor or Editors of Persuasions and Editor of JASNA News, or either of them, may receive remuneration for their services in those capacities in whatever amounts the Board of Directors may from time to time determine, whether or not such Editors, or either of them, are also Officers or are otherwise members of the Board of Directors of the Society.

Section 2. Annual Audit or Examination. The accounts of the Society shall be audited or examined at least once a year.

Section 3. Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors.

ARTICLE VII

AMENDMENTS TO THE BYLAWS

Amendments to the bylaws of the Society may be made at any regular meeting of the Board of Directors. Proposed amendments must be submitted in writing at least 30 days prior to the meeting of the Board and adoption shall require a vote of two-thirds of those present.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal. The Board of Directors shall provide a suitable seal bearing the name of the Society, which shall be in the charge of the Secretary.

Section 2. Parliamentary Authority. The parliamentary authority of the Society, wherever applicable, and when not inconsistent with the Articles of Incorporation and these bylaws, shall be the current edition of Robert's Rules of Order.

Section 3. Effective Date. These bylaws and all amendments thereto are effective from the time of their adoption by the Board of Directors.

“I am fond of superior society.”

Pride and Prejudice

About JASNA

The Jane Austen Society of North America is dedicated to the enjoyment and appreciation of Jane Austen and her writing. JASNA is a nonprofit organization, staffed by volunteers, whose mission is to foster among the widest number of readers the study, appreciation, and understanding of Jane Austen’s works, her life, and her genius. We have over 5,000 members of all ages and from diverse walks of life. Although most live in the United States or Canada, we also have members in more than a dozen other countries.